CONTENTS. Corporate Information. Mission Statement. Notice of Annual General Meeting. Six Years Review at a Glance. Directors Report to the Members

Transcription

1 CONTENTS Corporate Information Mission Statement Notice of Annual General Meeting Six Years Review at a Glance Directors Report to the Members Statement of Compliance Review Report to the Members Auditors Report to the Members Balance Sheet Profit and Loss Account Cash Flow Statement Statement of Changes in Equity Notes to the Financial Statements Pattern of Shareholding Form of Proxy 1

2 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Salman Hayat Noon Chairman Malik Adnan Hayat Noon Chief Executive Mr. K. Iqbal Talib (Executive Director) Mr. Zaheer Ahmad Khan (NonExecutive Director) Mr. Asif Hussain Bukhari (NonExecutive Director) Lt Col Abdul Khaliq Khan (Retd) (NonExecutive Director) Mr. Muhammad Iqbal (NonExecutive / Independent Director) AUDIT COMMITTEE Mr. Muhammad Iqbal Chairman Mr. Asif Hussain Bukhari Member Mr. Zaheer Ahmad Khan Member HRR COMMITTEE Mr. Zaheer Ahmad Khan Chairman Mr. K. Iqbal Talib Member Mr. Asif Hussain Bukhari Member MANAGEMENT Mr. K. Iqbal Talib Director Mr. Naveed Akhtar Resident Director Mr. Kamran Zahoor Chief Financial Officer SECRETARY Syed Anwar Ali AUDITORS HEAD INTERNAL AUDIT LEGAL ADVISERS BANKERS HEAD OFFICE REGISTERED OFFICE SHARES REGISTRAR MILLS WEBSITE Hameed Chaudhri & Co., Chartered Accountants Mr. Muhammad Shafiq Hassan & Hassan (Advocates) Allied Bank Limited MCB Bank Limited NIB Bank Limited Standard Chartered Bank (Pakistan) Limited United Bank Limited 4 Sarwar Road, Lahore Cantt. Tel. # (042) Fax # (042) Garden Block, New Garden Town, Lahore. Tel. # (042) , Fax # (042) , noonshr@brain.net.pk Corplink (Pvt.) Limited Wings Arcade, 1K Commercial, Model Town, Lahore. Tel. # (042) , , Fax # (042) , shares@corplink.com.pk Website: Bhalwal, District Sargodha. com 2

3 MISSION STATEMENT Noon Sugar Mills Limited is committed to continue its sustained efforts towards optimizing its resources through updated technology, staff motivation and good corporate governance so as to Insha Allah maintain its tradition of high yield and handsome returns to its shareholders on their investment in the Company. 3

4 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 53rd Annual General Meeting of Noon Sugar Mills Limited will be held on Saturday, 30 January, 2016 at 11:30 a.m. at 66 Garden Block, New Garden Town, Lahore to transact the following business: 1. To confirm the minutes of the Annual General Meeting held on 31 January, To receive, consider and adopt the audited accounts for the year ended 30 September, 2015 and the reports of the directors and auditors thereon. 3. To appoint auditors for the year ending 30 September, 2016 and to fix their remuneration. 4. To transact any other business as may be placed before the meeting with the permission of the Chairman. CLOSURE OF SHARE TRANSFER BOOKS The Share Transfer Books of the Company will remain closed from 24 January, 2016 to 30 January, 2016 (both days inclusive) for the purpose of holding the AGM. By Order of the Board Lahore: 05 January, 2016 SYED ANWAR ALI Company Secretary NOTES: 1. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend, speak and vote on his/her behalf. Proxies in order to be effective must be received by the Company at the registered office not less than 48 hours before the meeting. The shareholders through CDC are requested to bring original CNIC/Passport for the purpose of identification to attend the meeting. Representatives of corporate members should bring the usual documents required for such purpose. 2. Members having physical shares are requested to send copy of their Computerized National Identity Card (CNIC) if they have not already provided, as CNIC number is required to be mentioned on the dividend warrants. 3. The members are also requested to notify immediately any change in their addresses / addresses to the Shares Registrar of the Company, Corplink (Pvt.) Limited, 1K, Commercial, Model Town, Lahore. 4

5 , , ,187 12, Total Comprehensive (Loss)/Income Earnings/(Loss) per share 3,027,256 2,902, ,074 (87,593) (93,765) 4.13 (3.10) 165, , , (7.00) (21.97) 607, ,492 1,553,327 1,032,169 60,000 1,126,

6 DIRECTORS' REPORT TO THE MEMBERS Dear members, The Directors of Noon Sugar Mills Limited are pleased to present the 53rd annual report and audited Financial Statements of the Company and the Auditors' Report thereon for the year ended 30 September Financial Results The comparative financial results of the Company are summarised below: Total Revenue Gross Profit Operating Profit Aftertax (loss) (Loss) Per Share (Rs.) Particulars (Rupees in million) 3, (116) (7.00) 3, (111) (6.72) Operating Results The operating results of your Company for the year under review with comparative statistics of last year are tabulated below: Sugar Operating period Cane crushed Sugar produced Average sucrose recovery Molasses recovery Molasses produced Days M. Tons M. Tons % age % age M. Tons ,402 41, , ,954 49, ,954 Distillery Operating period Molasses processed Ethanol produced Average yield Days M. Tons 000's Ltrs. Ltrs./M. Ton ,187 12, ,957 17,

7 Sugar The mismatch of raw material price and selling price of finished product further widened due to another increase of Rs. 10 to Rs 180 per 40 kg in cane price, in the worsening sugar surplus situation. During the year under review therefore, sugarcane crushing was 11.9% less than last year and due to floods in both Jhelum and Chenab rivers, the retained water in soil delayed the maturity of cane, affecting the sucrose recovery average to 9.48% against 9.83% of previous season. The mills in Northern and central Punjab in particular, were put at a greater disadvantage this time due to a wide disparity in cane procurement price with Sindh, who were given legal protection by Sindh High Court, through a mutual agreement between cane growers and the millers to fix Rs. 160/40 kg, with procurement price with Govt. subsidy of Rs. 12/40 kg, that too towards the end of the Season, when most mills had purchased their cane through cash payment at 155/40 Kg. The inherent advantage of % Recovery, further reduced their cost of production and improved their consequent returns. Their huge surplus of low cost product competed unfairly with Punjab and KP Mills in their markets. The incentive in sugar export offered by the Govt. did help in stabilizing the price in local market during a limited period after the close of the season but being a common market, it was equally shared by all mills including Sindh, where it added to their already attractive returns. In case of majority of mills in Punjab and KP, it only helped to reduce the huge losses of only those mills who could manage to hold the stocks despite their rapidly eroding financial position. Distillery Due to early buying of molasses at high prices by some distilleries and consequent sharp fall in international prices of Ethanol, traditionally indexed with fossil oil, the procurement of molasses to supplement our own production was restricted. The steam and power cost during a long period of offseason were however drastically reduced to maintain a slim margins of this division, with reduced capacity utilization. Future Outlook The cane survey reported reduction of 10.52% in our gate area under cane, which is offset to a great extent by healthier crop owing to timely rains and absence of any major disease. The supply is also being supplemented with cane from closure of an adjacent mill, which is shared by other surrounding mills. Both the crushing and production in the first 29 days of operation are better by 14% and 18% respectively. The sucrose recovery average also improved by 0.87% on cane, provides a healthier outlook, provided of course, the subsidized export of sugar, the single supportive measure taken by the Govt. to address the inequity and recurring loss situation of a large number of sugar mills in Northern and Central Punjab, is timely executed to stabilize the local sugar market. The Falling Film Evaporator installed during the last offseason as a measure of BMR to improve energy saving to improve surplus bagasse, has been successfully commissioned and will hopefully contribute towards improved savings. Captive power export from sugar mills is being followed and will hopefully be operative during this season. Co Recovery unit of distillery put on trial during last season should also be in commercial operation soon. 2 7

8 Distillery Your management has ambitious plans for higher capacity utilization of this ever supportive division of your company which is unfortunately fraught with increasing uncertainties, mainly surrounding the future of fossil oil, to which the international price of ethanol is indexed and which continues to fall. The latest report gives an unprecedented 71% fall since 2004, to $ 36/barrel crude oil. Molasses price on the other hand is related to other sources of cattle feed of and often registers an upsurge in local price due to fresh distillery capacities being added. Efforts will however be made to overcome these challenges and maximize the returns from this profit centre of the Company. Corporate Social Responsibility NSML has established the following welfare facilities for social uplift and development of local community: (a) (b) A modern English medium Model High School in the Employees Housing Colony, for the benefit of its employee's children and people living in and around the factory. The annual expenditure on the running of the school by NSML is about Rs. 2.5 million (Rupees two and half million). An independent Governing Committee control the affairs of the school matters. Pick & Drop scheme is provide to employee's children studying at Bhalwal and Sargodha colleges. The employee's children are also encouraged to pursue higher education by grant of ample scholarships starting from Matriculation upwards every year. NSML has a established a fair price Shop in Housing Colony for provision of household items at lower rates than prevailing in the local market & seasonal vegetables our grower to be supplied to the residence at 50% of the prevailing price by vegetables in local market. ( c) NSML as a great proponent of Greener Pakistan has carried out extensive tree plantation. During last spring season, NSML planted about 2000 trees of various species and during current monsoon season (August September 2015), NSML has planted 3530 of various types of trees, 2020 groundfill plants and 1600 shrubs. (d) A Benevolent Trust has been formed by the late chairman of NSML funded by the family. It also runs a free Dispensary in Bhalwal Town for the last 22 years and distributes free medicines to the patients costing about Rs.2.5 million (Rupees two and half million) per annum. Compliance with the Code of Corporate Governance The requirement of the Code of Corporate Governance (CCG) set out by Karachi, Lahore and Islamabad stock exchange in their listing regulations, relevant for the year ended 30 September, 2015 have been adopted by the Company and have been fully complied with. A statement to this effect is annexed to the report. Meetings of Board of Directors During the year under consideration, five Board meetings were held and number of meetings attended by each director is given in the annexed table. Audit Committee An Audit Committee of the Board has been in existence since the CCG, which now comprises of one independent and two nonexecutive directors. During the year, four meetings of the Audit Committee were held. The Audit Committee has its terms of reference which were determined by the Board of Directors in accordance with the guidelines provided by the listing regulations. 8

9 Corporate and Financial Reporting Framework The financial statements together with the notes thereon have been drawn up by the management of the Company in conformity with the Companies Ordinance, 1984 and applicable International Financial Reporting Standards (IFRS). These statements present fairly the Company's state of affairs, the results of its operations, cash flow and changes in equity. The Board of Directors hereby declares that: Any departure from the application of IFRS has been adequately disclosed in Notes to the Accounts of financial statements; proper books of accounts of the Company have been maintained by the Company; appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment; the system of internal controls is sound in design and has been effectively implemented and monitored; there are no doubts upon the Company's ability to continue as a going concern; there has been no material departure from the Best Practices of Corporate Governance, as detailed in the listing regulations of stock exchanges; The key operating and financial data of last six years is annexed to this report. there are no statutory payments on account of taxes, duties, levies and charges which are outstanding as at 30 September, 2015 except for those disclosed in the financial statements; the Directors, CEO, CFO, Company Secretary and their spouses and minor children have made transactions in the Company's shares during the year ended 30 September, 2015 as under: Name of Director / Executive Shares Acquired Shares Disposed of Malik Adnan Hayat Noon 209,000 NIL Mr. Salman Hayat Noon 2,147,000 NIL Cost of the investments of employees retirement funds are as follows: Provident Fund As at 30 September, 2015 (audited) As at 30 September, 2014 (audited) Rs million Rs million Gratuity scheme is currently unfunded and annual provision is made on the basis of actuarial valuation to cover obligation under the scheme for all eligible employees and the details are contained in Note 9 to the audited financial statements for the year ended 30 September,

10 Pattern of Shareholding/ Categories as at 30 September, 2015 Provided Separately. Shares held by: I. Associated Companies, undertakings and related parties: Number of shares held Noon Industries (Pvt.) Limited 765,403 II. Mutual Funds: 0 III. The Directors and their spouse and minor children: Number of shares held Names of Directors Ownself Spouse Minor Children Malik Adnan Hayat Noon 4,564,181 Nil Nil Mr. Salman Hayat Noon 2,228,655 Nil Nil Mr. K. Iqbal Talib 26,360 7,260 Nil Mr. Zaheer Ahmad Khan 159 Nil Nil Mr. Asif Hussain Bukhari 2,091 Nil Nil Lt Col Abdul Khaliq Khan (Retd) 1 Nil Nil Mr. Muhammad Iqbal 500,921 1,597 Nil Mr. Mohammad Asim Tiwana 22,500 Nil Nil IV. Executives: Nil Nil Nil V. Public Sector Companies and Corporations, Joint Stock Companies and others: Shares held Percentage 797, % VI. Banks, Development Finance Institutions, NonBanking Finance Companies, Insurance Companies, Takaful, Modarabas and Pension Funds: Shares held Percentage 3,717, % VII. Shareholders holding five percent or more voting rights : Shares held Percentage Malik Adnan Hayat Noon 4,564, % BHF Bank (Switzerland) Ltd. 2,236, % Mr. Salman Hayat Noon 2,228, % EFG Private Bank (Channel Islands) Ltd. 1,437, % VIII. Trading in Shares: As per detail on previous page. 10

11 Attendance of Directors in Board Meetings During the year under review, five meetings of the Board of Directors were held, attendance position was as under: Names Of Directors Meetings Held Meetings During Tenure Attended Malik Adnan Hayat Noon 5 5 Mr. Salman Hayat Noon 5 5 Mr. K. Iqbal Talib 5 5 Mr. Zaheer Ahmad Khan 5 3 Mr. Asif Hussain Bukhari 5 5 Lt Col Abdul Khaliq Khan (Retd) 5 5 Mr. Muhammad Iqbal 5 5 Mr. Mohammad Asim Tiwana 3 2 Leave of absence was granted to the directors who could not attend the Board Meetings. Attendance of Members in Audit Committee Meetings During the year under review, four Audit Committee Meetings were held, attendance position was as under: Names of Directors Meetings Held Meetings During Tenure Attended Mr. Muhammad Iqbal 3 3 Mr. Asif Hussain Bukhari 4 4 Mr. Zaheer Ahmad Khan 4 3 Number of Meetings of Shareholders During the year under review, annual general meeting was held on 31 January, Outstanding statutory Payments All outstanding payments are of normal and routine nature. Role of Shareholders The Board aims to ensure that the Company's shareholders are timely informed about the major developments affecting the Company's state of affairs. To achieve this objective, information is communicated to the shareholders through quarterly, halfyearly and annual reports, now being promptly placed on Company's website. The Board encourages the shareholders' participation at the General Meetings to ensure the desired level of accountability. Safety and Environments The Company strictly complies with the standards of the safety rules and regulations. It also follows environment friendly policies. 11

12 Auditors M/s Hameed Chaudhri & Co., Chartered Accountants, the retiring auditors have offered their services for another term. The Board proposes their appointment as recommended by the Audit Committee. Acknowledgement The Board is thankful to the valuable members and bankers for their trust and persistent support to the Company. The Board would also like to place on record its appreciation to all the employees of the Company for their dedication, diligence and hard work. For and on behalf of the Board Lahore: 05 January, 2016 MALIK ADNAN HAYAT NOON Chief Executive 12

13 STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES OF THE CODE OF CORPORATE GOVERNANCE Name of company : Noon Sugar Mills Limited Year ending : 30 September, 2015 This statement is being presented to comply with the Code of Corporate Governance contained in Regulation No.35 of listing regulations of Karachi, Lahore and Islamabad Stock Exchanges for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of corporate governance. The Company has applied the principles contained in the CCG in the following manner: 1. The Company encourages representation of independent nonexecutive directors and directors representing minority interests on its board of directors. At Present the board includes: Category Executive Directors NonExecutive Directors Independent Director Names Malik Adnan Hayat Noon Mr. K. Iqbal Talib Mr. Salman Hayat Noon Mr. Zaheer Ahmad Khan Mr. Asif Hussain Bukhari Lt Col Abdul Khaliq Khan (Retd) Mr. Muhammad Iqbal 2. The directors have confirmed that none of them is serving as a director in more than seven listed companies, including this company. 3. All the resident directors of the Company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock exchange, has been declared as a defaulter by that stock exchange. 4. That all the directors are eligible to act as directors as none of them has any ineligibility defined in Section 187 of the Companies Ordinance, There was no change of CEO, CFO, Internal Auditor or Company Secretary, Mr. Mohammad Asim Tiwana was appointed on as director in place of Malik Adnan Hayat Noon. The change was reversed by appointment of Malik Adnan Hayat Noon as director on in place of Mr. Mohammad Asim Tiwana. 5. The Company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures. 6. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained. 13

14 7. All the powers of the Board have been duly exercised and decisions on material transactions, including appointment and determination of remuneration and terms and conditions of employment of the CEO, other executive and nonexecutive directors, have been taken by the Board/shareholders. 8. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose and the Board met at least once in every quarter. Written notices of the Board meetings, along with agenda and working papers, were circulated at least seven days before the meetings. The minutes of the Board meetings were appropriately recorded and circulated. 9. All the directors on the Board are fully conversant with their duties and responsibilities as directors. Till 30 September, 2015, three Directors have acquired the compulsory training, one from the Institute of Cost and Management Accountants of Pakistan (ICMA) and other two from Executive Development Centre, Lahore whereas one Director was exempt from obtaining the requisite training. The Company has put in place a mechanism for annual evaluation of the Board. 10. There was no new appointment of CFO, Company Secretary and Head of Internal Audit during the year. 11. The Directors' Report for this year has been prepared in compliance with the requirements of the CCG and fully describes the salient matters required to be disclosed. 12. The financial statements of the Company were duly endorsed by CEO and CFO before approval of the Board. 13. The directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding. 14. The Company has complied with all the corporate and financial reporting requirements of the CCG. 15. The Board has formed an Audit Committee. It comprises 3 members, of whom one is independent director and two are nonexecutive directors. 16. The meetings of the audit committee were held at least once every quarter prior to approval of interim and final results of the Company and as required by the CCG. The terms of reference of the committee have been formed and advised to the committee for compliance. 17. The Board has formed an HR and Remuneration Committee. It comprises 3 members, of whom two are nonexecutive directors. 18. The Board has set up an effective internal audit function. 19. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the Company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP. 20. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard. 14

15 21. The 'closed period', prior to the announcement of interim/final results, and business decisions, which may materially affect the market price of Company's securities, was determined and intimated to directors, employees and stock exchanges. 22. Material/ price sensitive information has been disseminated among all market participants at once through stock exchanges. 23. All related parties transactions have been placed before the Audit Committee and Board of Directors and have been duly approved by the Board of Directors to comply with the requirements of listing regulations of Karachi, Lahore and Islamabad Stock Exchanges. 24. We confirm that all other material principles enshrined in the CCG have been complied with. It is hereby declared that the annual financial statements, duly adopted by members of the Company, reports and other information relating to the Company shall remain available for at least next three years on the Company's website For and on behalf of the Board MALIK ADNAN HAYAT NOON Chief Executive K. IQBAL TALIB Director Lahore: 05 January,

16 AUDITORS' REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH BEST PRACTICES OF CODE OF CORPORATE GOVERNANCE We have reviewed the enclosed Statement of Compliance with the best practices contained in the Code of Corporate Governance (the Code) prepared by the Board of Directors of Noon Sugar Mills Limited (the Company) for the year ended September 30, 2015 to comply with the requirements of Listing Regulations of Karachi, Lahore and Islamabad Stock Exchanges, where the Company is listed. The responsibility for compliance with the Code is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of the Code and report if it does not and to highlight any noncompliance with the requirements of the Code. A review is limited primarily to inquiries of the Company's personnel and review of various documents prepared by the Company to comply with the Code. As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors' statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks. The Code requires the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval its related party transactions distinguishing between transactions carried out on terms equivalent to those that prevail in arm's length transactions and transactions which are not executed at arm's length price and recording proper justification for using such alternate pricing mechanism. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee. We have not carried out any procedures to determine whether the related party transactions were undertaken at arm's length price or not. Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's compliance, in all material respects, with the best practices contained in the Code of Corporate Governance as applicable to the Company for the year ended September 30, HAMEED CHAUDHRI & CO., LAHORE: 05 January, 2016 CHARTERED ACCOUNTANTS Engagement Partner: Osman Hameed Chaudhri 16

17 AUDITORS' REPORT TO THE MEMBERS We have audited the annexed balance sheet of Noon Sugar Mills Limited (the Company) as at September 30, 2015 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that : (a) (b) (c) (d) in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984; in our opinion: (i) (ii) (iii) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied; the expenditure incurred during the year was for the purpose of the Company's business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company; in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the Company's affairs as at September 30, 2015 and of the loss, its cash flows and changes in equity for the year then ended; and in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980). LAHORE: 05 January, 2016 HAMEED CHAUDHRI & CO., CHARTERED ACCOUNTANTS Audit engagement Partner: Osman Hameed Chaudhri 17

18 BALANCE SHEET Note , ,217 (287,636) 426,756 (193,907) 520, ,000 1,076 33,326 94,402 90,000 1,534 52, , ,285 14, ,834 37,500 27,987 1,032,169 1,126, ,851 37, ,909 61,231 28,577 1,126,478 1,270,320 The annexed notes form an integral part of these financial statements. 1,553,327 1,790,805 MALIK ADNAN HAYAT NOON Chief Executive 18

19 AS AT SEPTEMBER 30, 2015 ASSETS NONCURRENT ASSETS Note Property, plant and equipment ,428 1,001,871 Investment property 15 8,064 8,134 Investments 16 15,842 Loans and advances Deposits 1,522 1, ,685 1,028,024 CURRENT ASSETS Stores, spares and loose tools 18 69,483 79,108 Stockintrade , ,852 Trade debts Loans and advances 20 11,706 19,292 31,202 29,073 Short term prepayments Other receivables 21 1,458 4,346 1,287 4,272 Income tax refundable, advance income tax and tax deducted at source Bank balances 22 73,362 71,765 80,901 24, , ,781 1,553,327 1,790,805 K. IQBAL TALIB Director 19

20 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED SEPTEMBER 30, 2015 Note SALES NET 23 3,027,256 3,252,536 COST OF SALES 24 (2,902,182) (3,101,236) GROSS PROFIT 125, ,300 DISTRIBUTION AND MARKETING EXPENSES 25 (54,327) (70,535) ADMINISTRATIVE EXPENSES 26 (105,839) (105,237) OTHER INCOME 27 89, ,625 OTHER EXPENSES 28 (3,541) (2,196) PROFIT FROM OPERATIONS 50,398 77,957 FINANCE COST 29 (122,113) (157,105) LOSS FOR THE YEAR BEFORE SHARE OF LOSS OF AN ASSOCIATED COMPANY AND TAXATION (71,715) (79,148) SHARE OF LOSS OF AN ASSOCIATED COMPANY NET OF TAXATION 16 (15,878) (21,660) LOSS BEFORE TAXATION (87,593) (100,808) TAXATION 30 (27,987) (10,185) LOSS AFTER TAXATION (115,580) (110,993) OTHER COMPREHENSIVE INCOME / (LOSS) Items that will not be reclassified subsequent to profit and loss: Gain / (loss) on remeasurement of staff retirement benefit obligation 21,815 (10,975) Total comprehensive loss (93,765) (121,968) Rupees Loss per share basic and diluted 31 (7.00) (6.72) The annexed notes form an integral part of these financial statements. MALIK ADNAN HAYAT NOON Chief Executive K. IQBAL TALIB Director 20

21 CASH FLOW STATEMENT FOR THE YEAR ENDED SEPTEMBER 30, 2015 Cash flow from operating activities Loss for the year before share of loss of an Associated Company and taxation Adjustments for non-cash charges and other items: Depreciation on property, plant & equipment and investment property Gain on disposal of operating fixed assets - net Gain on disposal of investment property Gain on sale of investments Operating fixed assets written-off Unclaimed and other payable balances written-back Provision for staff retirement benefits - gratuity Irrecoverable balances written-off Provision made for slow moving stores and spares inventory Finance cost Profit before working capital changes Effect on cash flow due to working capital changes (Increase) / decrease in current assets: Stores, spares and loose tools Stock-in-trade Trade debts Loans and advances Short term prepayments Other receivables Increase in trade and other payables Cash generated from operations Income tax paid Staff retirement benefits (gratuity) - paid Net cash generated from / (used in) operating activities Cash flow from investing activities Additions to property, plant and equipment Sale proceeds of operating fixed assets Sale proceeds of investment property Sale proceeds of investments Long term deposits - net Loans and advances - net Net cash generated from investing activities Cash flow from financing activities Long term finances - repaid Short term finances - net Finance cost paid Dividend paid Net cash used in financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents - at beginning of the year Cash and cash equivalents - at end of the year The annexed notes form an integral part of these financial statements (71,715) 102,119 (4,361) - (76,745) 2,061 (797) 11, , ,270 83,475 8, ,622 19,496 10,012 (171) (74) 248, , ,157 (21,038) (8,669) 496,450 (38,756) 5,450-76,745 (456) (252) 42,731 (53,731) (294,075) (143,617) (79) (491,502) 47,679 24,086 71,765 (79,148) 110,629 - (99,747) - - (883) 8, , ,736 96,234 16,577 (124,637) (25,065) 23, ,772 (86,335) 9,899 (24,905) (18,295) (33,301) (44,064) - 109, ,850 (71,642) 179,940 (144,844) (98) (36,644) (4,095) 28,181 24,086 MALIK ADNAN HAYAT NOON Chief Executive K. IQBAL TALIB Director 21

22 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 2015 Reserve Share capital Share premium Revenue SubTotal Accumulated loss Total (Rupees in 000) Balance as at October 01, , , , ,217 (81,450) 632,942 Total comprehensive loss for the year ended September 30, 2014 Loss for the year (110,993) (110,993) Other comprehensive loss (10,975) (10,975) (121,968) (121,968) Effect of items directly credited in equity by an Associated Company 1,155 1,155 Adjustment as a result of reduction in shareholding in an Associated Company 8,356 8,356 Balance as at September 30, , , , ,217 (193,907) 520,485 Total comprehensive loss for the year ended September 30, 2015 Loss for the year (115,580) (115,580) Other comprehensive income 21,815 21,815 (93,765) (93,765) Effect of items directly credited in equity by an Associated Company Balance as at September 30, , , , ,217 (287,636) 426,756 The annexed notes form an integral part of these financial statements. MALIK ADNAN HAYAT NOON Chief Executive K. IQBAL TALIB Director 22

23 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, LEGAL STATUS AND NATURE OF BUSINESS Noon Sugar Mills Limited (the Company) was incorporated in the year 1964 as a Public Company and its shares are quoted on all the Stock Exchanges in Pakistan. The Company's Mills are located at Bhalwal, District Sargodha and its Head Office at 4Sarwar Road, Lahore Cantt. The principal activity of the Company is manufacturing and sale of white sugar and spirit. 2. BASIS OF PREPARATION 2.1 Statement of compliance These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of and directives issued under the Companies Ordinance, In case requirements differ, the provisions or directives of the Companies Ordinance, 1984 have been followed. 2.2 Basis of measurement These financial statements have been prepared under the historical cost convention except for staff retirement benefits (gratuity) which is stated at their present value. 2.3 Functional and presentation currency These financial statements are presented in Pak Rupees, which is the functional currency of the Company. All financial information presented in Pak Rupees has been roundedoff to the nearest thousand, unless otherwise stated. 2.4 New and amended standards and interpretations Standards and amendments to approved accounting standards and interpretations effective in the current year and are relevant to the Company's financial reporting New and amended standards and interpretations mandatory for the first time for the financial year beginning October 01, 2014: a) IAS 32 (Amendments), 'Financial instruments: presentation'. These amendments update the application guidance in IAS 32, 'Financial instruments: presentations', to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet date. The application of these amendments has no material impact on the Company's financial statements. b) IAS 36 (Amendment), 'Impairment of assets'. This amendment addresses the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. The application of the amendment has no material impact on the Company's financial statements. 23

24 2.4.2 Standards, interpretations and amendments to approved accounting standards that are effective but not relevant The other new standards, amendments to approved accounting standards and interpretations that are mandatory for the accounting periods beginning on October 1, 2014 are considered not to be relevant or to have any significant effect on the Company's financial reporting and are, therefore, not detailed in these financial statements Standards, amendments to approved accounting standards that are not yet effective and have not been early adopted by the Company The following new standards and amendments to approved accounting standards are not effective for the financial year beginning on October 01, 2014 and have not been early adopted by the Company: (a) IFRS 9, 'Financial instruments' (effective for periods beginning on or after January 01, 2018). IFRS 9 replaces the parts of IAS 39, 'Financial instruments: recognition and measurement' that relate to classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories; those measured at fair value and those measured at amortised cost. The determination is made at initial recognition. For financial liabilities, the standard retains most of the requirements of IAS 39. The Company is yet to assess the full impact of IFRS 9; however, initial indications are that it may not significantly affect the Company's financial assets. (b) IFRS 13 'Fair value measurement' (effective for annual periods beginning on or after January 01, 2015). The standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. The standard will not effect the determination of fair value and its related disclosures in the financial statements of the Company. ( c) Annual improvements 2014 applicable for annual periods beginning on or after July 1, These amendments include changes from the cycle of annual improvements project that affect four standards: IFRS 5 'Non current assets held for sale and discontinued operations', IFRS 7 'Financial instruments: disclosures', IAS 19 'Employee benefits', and IAS 34, 'Interim financial reporting'. The Company does not expect to have a material impact on its financial statements due to application of these amendments. There are number of other standards, amendments and interpretations to the published standards that are not yet effective and are also not relevant to the Company and therefore, have not been presented here. 24

25 3. USE OF ESTIMATES AND JUDGMENTS The preparation of financial statements in conformity with approved accounting standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.. The areas where various assumptions and estimates are significant to the Company's financial statements or where judgement was exercised in application of accounting policies are as follows: (I) Provision for employees' retirement benefits [note 4.3] (ii) Provision for taxation [note 4.5] (iii) Estimate of useful lives and residual values of property, plant & equipment and investment property [notes 4.6, and 4.7] (iv) Provision for obsolete and slow moving stores, spares and loose tools [note 4.10] (v) Net realisable values of stockintrade [note 4.11] (vi) Provision for doubtful debts [note 4.12] 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of these financial statements are setout below. These policies have been consistently applied to all the years presented, unless otherwise stated. 4.1 Equity instruments These are recorded at their face value. 4.2 Borrowings and borrowing costs Borrowings are recognised initially at fair value. Borrowing costs are recognised as an expense in the period in which these are incurred except to the extent of borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. Such borrowing costs, if any, are capitalised as part of the cost of that asset. 4.3 Staff retirement benefits (a) (b) Defined contribution plan The Company is operating a provident fund scheme for all its permanent employees; equal monthly contribution to the fund is made at the rate of 10% of the basic salaries both by the employees and the Company. The assets of the Fund are held separately under the control of the Trustees. Defined benefit plan The Company operates an unfunded retirement gratuity scheme for its eligible employees. Provision for gratuity is made annually to cover obligation under the scheme in accordance with the actuarial recommendations. Latest actuarial valuation was conducted on September 30, 2015 on the basis of the projected unit credit method by an independent Actuary. 25

26 The liability recognised in the balance sheet in respect of retirement gratuity scheme is the present value of defined benefit obligation at the end of reporting period. The amount arising as a result of remeasurements are recognised in the balance sheet immediately, with a charge or credit to other comprehensive income in the periods in which they occur. 4.4 Trade and other payables Creditors relating to trade and other payables are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Company. 4.5 Taxation (a) Current and prior year Provision for current year's taxation is determined in accordance with the prevailing law of taxation on income enacted or substantially enacted by the balance sheet date and is based on current rates of taxation being applied on the taxable income for the year, after taking into account, tax credits and rebates available, if any. The tax charge also includes adjustments, where necessary, relating to prior years which arise from assessments finalised during the year. (b) Deferred Deferred tax is recognised using the balance sheet liability method on all temporary differences between the carrying amounts of assets and liabilities for the financial reporting purposes and the amounts used for taxation purposes. Deferred tax asset is recognised for all the deductible temporary differences only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilised. Deferred tax asset is reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax liabilities are recognised for all the taxable temporary differences. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the income statement, except in the case of items credited or charged to other comprehensive income / equity in which case it is included in other comprehensive income / equity. 4.6 Property, plant and equipment (a) Operating fixed assets Operating fixed assets are stated at cost less accumulated depreciation and any identified impairment loss except freehold land, which is stated at cost. Cost of some items of plant & machinery consists of historical cost and exchange fluctuation effects on foreign currency loans capitalised during prior years. Depreciation is taken to profit and loss account applying reducing balance method so as to writeoff the depreciable amount of an asset over its remaining useful life at the rates stated in note The assets' residual values and useful lives are reviewed at each financial yearend and adjusted if impact on depreciation is significant. Depreciation on additions to operating fixed assets is charged from the month in which an asset is acquired or capitalised while no depreciation is charged for the month in which the asset is disposedoff. 26

27 Normal repairs and replacements are taken to profit and loss account. Major improvements and modifications are capitalised and assets replaced, if any, other than those kept as standby, are retired. Gain / loss on disposal of property, plant and equipment, if any, is taken to profit and loss account. (b) Capital workinprogress This is stated at cost. All expenditure connected to the specific assets incurred during installation and construction period are carried under capital workinprogress. These are transferred to specific assets as and when assets are available for use. 4.7 Investment property Property not held for own use or for sale in the ordinary course of business is classified as investment property. The Company uses cost model for valuation of its investment property; freehold land has been carried at cost whereas buildings on freehold land have been carried at cost less accumulated depreciation and any identified impairment loss. Depreciation on buildings is taken to profit and loss account on reducing balance method at the rate stated in note 15. Depreciation on additions to investment property is charged from the month in which an asset is acquired while no depreciation is charged for the month in which the asset is disposedoff. 4.8 Investment in an Associated Company Investment in an Associated Company is accounted for using equity basis of accounting under which the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the Company's share of the profit or loss of the Associated Company after the date of acquisition. The Company's share of the profit or loss of the Associated Company is recognised in the Company's profit or loss. Distributions received from the Associated Company reduce the carrying amount of the investment. Adjustments to the carrying amount are also made for changes in the Company's proportionate interest in the Associated Company arising from changes in the Associated Company's equity that have not been recognised in the Associated Company's profit or loss. The Company's share of those changes is recognised directly in equity of the Company. The carrying amount of the investment is tested for impairment by comparing its recoverable amount (higher of value in use and fair value less cost to sell) with its carrying amount and loss, if any, is recognised in profit or loss. 4.9 Loans and advances These are stated at cost Stores, spares and loose tools Stores, spares and loose tools are stated at the lower of cost and net realisable value. The cost of inventory is based on moving average cost. Items in transit are stated at cost accumulated to the balance sheet date. Adequate provision is made against slow moving / obsolete items after taking into account a reasonable estimate of salvage value. 27

28 4.11 Stockintrade Basis of valuation are as follows: Particulars Raw materials molasses: Mode of valuation purchased At lower of weighted average cost and net realisable value own produced At net realisable value Finished goods Workinprocess At lower of cost and net realisable value. At cost. Cost in relation to finished goods and workinprocess represents the annual average manufacturing cost, which consists of prime cost and appropriate production Net realisable value signifies the selling price in the ordinary course of business less cost necessary to be incurred to effect such sale Trade debts and other receivables Trade debts are recognised initially at original invoice amount, which is the fair value of consideration to be received in future and subsequently measured at cost less provision for doubtful debts, if any. An estimate is made for doubtful receivables when collection of the amount is no longer probable. Debts considered irrecoverable are writtenoff Cash and cash equivalents Cash at banks and short term deposits, which are held to maturity are carried at cost. For the purposes of cash flow statement, cash equivalents are short term highly liquid instruments which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in values Impairment loss The carrying amounts of the Company's assets are reviewed at each balance sheet date to identify circumstances indicating occurrence of impairment loss or reversal of provisions for impairment losses. If any indications exist, the recoverable amounts of such assets are estimated and impairment losses or reversals of impairment losses are recognised in the profit and loss account. Reversal of impairment loss is restricted to the original cost of the asset Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable on the following basis: (a) Local sales are accounted for when goods are dispatched to customers. (b) Export sales are accounted for on shipment basis. Expenses on account of export of spirit are charged on consignment basis. If any consignment is not dispatched within the same year, the expenses relating to such consignment are carried forward as prepaid expenses. (c) Dividend income is accounted for when the right of receipt is established. (d) Interest / profit on bank deposits is accounted for on 'accrual basis'. 28